Current Report Filing (8-k)
January 04 2017 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 4, 2017
Bonanza Creek Energy, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-35371
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61-1630631
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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410 17
th
Street, Suite 1400
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Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (
720) 440-6100
Not Applicable
(Former name or former address, if changed
since last report.)
________________________
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.03 Bankruptcy or Receivership.
On January 4, 2017, Bonanza Creek Energy,
Inc. (“Bonanza” or the “Company”) and certain of its subsidiaries (collectively with Bonanza, the “Debtors”)
filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”)
under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the District of Delaware (the “Court”) to pursue the
Debtors’ Joint Prepackaged Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code
(as proposed, the “Prepackaged Plan”). The Debtors have filed a motion
with the Court seeking to administer all of the Debtors’ Chapter 11 Cases jointly under the caption
In re Bonanza Creek
Energy, Inc., et al.
(Case No. 17-10015). No trustee has been appointed, and the Debtors will continue to operate their businesses
as “debtors in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of
the Bankruptcy Code and orders of the Court. The Debtors expect to continue their operations without interruption during the pendency
of the Chapter 11 Cases. To maintain and continue uninterrupted ordinary course operations during the Chapter 11 Cases, the Debtors
have filed a variety of “first day” motions seeking approval from the Court for various forms of customary relief.
The subsidiary Debtors in the Chapter 11
Cases are: Bonanza Creek Energy Operating Company, LLC; Bonanza Creek Energy Resources, LLC; Holmes Eastern Company, LLC; Rocky
Mountain Infrastructure, LLC; Bonanza Creek Energy Upstream LLC; and Bonanza Creek Energy Midstream, LLC.
A summary of the key features of the Prepackaged
Plan was included in Item 1.01 to our Current Report on Form 8-K filed on December 23, 2016. That description of the Prepackaged
Plan does not purport to be complete and is qualified in its entirety by reference to the Prepackaged Plan, a copy of which is
attached to the
Disclosure Statement for Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code
filed as Exhibit 99.2 to the Form 8-K filed on December 23, 2016.
Item 2.04 Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Bankruptcy Petitions described
in Item 1.03 constitutes an event of default that accelerated the Company’s obligations under the following debt instruments
(the “Debt Instruments”):
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Credit Agreement dated as of March 29, 2011, as amended, restated, supplemented or otherwise modified from time to time, among
Bonanza, as borrower, KeyBank National Association, solely in its capacity as administrative agent and issuing lender, and the
lender parties thereto (the “RBL Credit Agreement” and the credit facility memorialized thereby, the “RBL Facility”);
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Indenture, dated as of April 9, 2013, by and among Bonanza, as issuer, the guarantors named therein and Delaware Trust Company,
as successor trustee (the “2021 Indenture” and the senior notes issued thereunder, the “2021 Notes”); and
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Indenture, dated as of July 18, 2014, by and among Bonanza, as issuer, the guarantors named therein and Delaware Trust Company,
as successor trustee (the “2023 Indenture” and the senior notes issued thereunder, the “2023 Notes”).
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As of January 4, 2017, the Company had approximately
(i) $191.7 million in outstanding obligations under the RBL Facility, (ii) $531.9 million in outstanding obligations under the
2021 Notes and (iii) $335.2 million outstanding under the 2023 Notes. The Debt Instruments provide that as a result of the commencement
of the Chapter 11 Cases, the principal and accrued interest due thereunder shall be immediately due and payable. Any efforts to
enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Bankruptcy
Petitions, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.
Item 7.01 Regulation FD Disclosure.
On January 4, 2017, Bonanza issued a press
release announcing the filing of the Chapter 11 Cases, as described in Item 1.03. A copy of the press release is being furnished
as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing of Bonanza’s under the Securities Act of 1933, as amended (the “Securities Act”),
unless specifically identified therein as being incorporated therein by reference.
Item 8.01 Other Events.
The Company cautions that trading in Bonanza’s
securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for Bonanza’s
securities may bear little or no relationship to the actual recovery, if any, by holders of Bonanza’s securities in the Chapter
11 Cases.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included
in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates
will or may occur in the future are forward looking statements. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends affecting the financial condition of our business. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things, the
risk factors discussed in this Current Report and in our most recent Annual Report on Form 10-K as well as in other reports filed
from time to time by the Company with the Securities and Exchange Commission, most of which are beyond our control. The words “believe,”
“may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,”
“expect,” “indicate” and similar expressions are intended to identify forward-looking statements. All statements
other than statements of current or historical fact contained in this Current Report are forward-looking statements. Although we
believe that the forward-looking statements contained in this Current Report are based upon reasonable assumptions, the forward-looking
events and circumstances discussed in this Current Report may not occur and actual results could differ materially from those anticipated
or implied in the forward-looking statements.
These forward-looking statements relate,
in part, to (i) the Company’s ability to obtain approval by the Bankruptcy Court of the Prepackaged Plan or any other plan
of reorganization, including the treatment of the claims of the Company’s lenders and trade creditors, among others; (ii)
the Company’s ability to obtain approval with respect to motions in the Chapter 11 cases and the Bankruptcy Court’s
rulings in the Chapter 11 cases and the outcome of the Chapter 11 cases in general; (iii) the length of time the Debtors will operate
under the Chapter 11 cases; (iv) risks associated with third-party motions in the Chapter 11 cases, which may interfere with the
Debtors’ ability to develop and consummate the Prepackaged Plan or other plan of reorganization; (v) the potential adverse
effects of the Chapter 11 cases on the Debtors’ liquidity, results of operations or business prospects; (vi) the ability
to execute the Company’s business and restructuring plan; (vii) increased legal and advisor costs related to the Chapter
11 cases and other litigation and the inherent risks involved in a bankruptcy process; and (viii) other factors disclosed by the
Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in
the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We do not intend to publicly update or revise
any forward-looking statements as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press Release dated January 4, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Bonanza Creek Energy, Inc.
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Date: January 4, 2017
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By:
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/s/ Cyrus D. Marter IV
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Cyrus D. Marter IV
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Senior Vice President, General Counsel
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and Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release dated January 4, 2017.
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